We Learned the Sea
by tkross
Summary: Rose has been acting distant since their experiences in the parallel world, so the Doctor takes her to a seaside town on a terraformed planet, where he confronts some of his biggest fears, epitomized in the form of a heart-shaped bed.
1. Chapter 1

HUGE thanks to resile for being my beta on this and for helping me make this story a lot stronger than it would have been without her help. Also thanks to everyone who answered all of my questions and/or looked at excerpts from this and provided feedback.  
For IncurableRomantic, who prompted 'sharing a bed' nearly two months ago for her bday fic.  
This chapter is rated T; will increase later. Spoilers up through The Age of Steel

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The Doctor rocks his heels back and forth in anticipation as he watches Rose step out of the TARDIS doors and onto the gravel road. He sees her take it all in, sees the worried tilt to her chin and the slight furrow of her brow as she scans the landscape of the promised resort planet. For a moment, her eyes darken to something he doesn't recognize, something that holds none of the open joy and wonder he usually sees when he takes her to a new place. He thinks to ask her what's wrong, opens his mouth to speak and then closes it, reaching out to grab her hand instead, tugging her towards their destination.

She throws her head back with a snort of laughter, her sorrow forgotten, and he feels a smile grow on his face in response. They run towards the smell of the sea, through a caravan park that is littered with families on holiday doing all sorts of domestic and not so domestic things, through a tree lined village filled with sidewalk venders and small brick buildings that house various little shops. He smiles against the breeze as it pleasantly ruffles his hair, relishing the way her warm, soft skin feels against his palm, as they sprint past it all.

Ahead of them, there is an amusement park of sorts with a large wooden sign at the entrance that says 'Fantasy Island'. They stop to look at it and to allow Rose to catch her breath a bit before they continue. He nudges her with his shoulder, pointing excitedly at the huge rollercoaster in the distance and she rolls her eyes at him. But the grin on her face and the sparkle in her eyes give her away. She can never resist his enthusiasm and he knows that, knows how to keep the smile on her face so that the worry disappears.

The Doctor waves his arms around to indicate the space that surrounds them, barely containing the excitement that he feels thrumming through his body.

"Terraforming, Rose! Humans bandy about the universe for a good long while before they master it. Well, I say master it, but that implies a degree of, well, masterfulness and I'd hardly say this qualifies as a proper planet. Still, it's not bad. Not bad at all, considering all of this used to be just rocks and dust and sea and a low oxygen atmosphere. Anyway, once your lot finally figures terraforming out, they mostly use that knowledge to fill previously uninhabitable planets with resort towns and luxury hotels. If this particular one reminds you of a seaside English village, there's a good reason for that. Lilly Branson - a distant descendent of good ol' Richard Branson — modelled it after her childhood holiday spot."

He pauses, glancing at Rose to gauge her reaction.

Her eyes have darkened again as if obscured by a distant memory. He frowns, panic rising up in his throat, and begins to wonder if he'd made a mistake bringing her here. He likes to think that he knows how to read her by now, that he recognizes all the little nuances in her face better than he recognizes his own. Well, that's not saying much, he supposes, not when this new face of his is less than a year old. Still, Rose has always been open and naturally generous with her Rose-ness and he wonders what has changed. Perhaps he should ask her; a simple inquiry would probably do and it might even alleviate his fears. Or, she might just tell him exactly what he fears most of all.

Instead, he starts to walk, pulling her along with him.

"Come on, Rose! We need to get going if we want to get there on time." He picks up their pace, encouraging her shorter legs to keep up.

"Where are we going, Doctor? You never said," she yells into the wind, curiosity and amusement in her tone.

He turns his head to look at her.

"Now, now, where's your sense of adventure? Just you wait, Rose, just you wait," he yells back, shaking his head at her in mock irritation. Her response is a small uncertain smile and he grins to reassure her.

He doesn't really have a plan, of course, so they aren't actually running late for anything. His need to distract her keeps him moving forward, onto the next place so that they never have to sit still; so that he never has to face that look of doubt in her eyes that says she might leave him. She has been distant since losing Mickey and meeting her alternate father in the parallel world and he has pretended not to notice.

He's brilliant at pretending.

They stop when they come to a long queue outside of the amusement park entrance. The Doctor pulls Rose to the front of the line, flashing his psychic paper at anyone that looks their way.

Rose laughs and shakes her head at his arrogance. "Doctor, is this really necessary? People are glaring. That woman over there looks like she's trying to kill you with telepathy."

"Oh don't be daft Rose. Humans can't kill people telepathically. Well, I say can't…" He pauses to pull on his ear. "Best not to think about it, really."

"Seriously? You are having me on, aren't you? I mean that's like Star Trek mind meld type stuff, yeah? S' not real."

She smiles _that_ smile. The one that sends his hearts racing and makes him want to push her against a wall and suck her teasing tongue into his mouth. He swallows the urge, turning his attention on the ticket attendant instead. With a flash of the psychic paper that proclaims them 'VIPs', they are waved in immediately.

The place he has in mind is at the back of the park, so he ignores everything around them and heads for the tram. Rose drags behind as she tries to absorb it all, making him feel a little guilty for rushing her. He can't let her stop though; she's getting that distant look in her eyes again. What he has to show her will be far more interesting than a few carnival rides and theme shops anyway.

"Ah, here we are. The universe's first double decker hover tram modelled on London's finest double decker buses! You're in for a treat, Rose." He places a hand on her lower back, guiding her to the entrance.

The psychic paper gets them on the tram right away and they go up the stairs to find seats on the top level. They choose two open spots towards the front and are met with the best view of the park and the sea that borders it.

Rose bites her thumbnail, exposing her nervousness, so he takes her hand away from her mouth to grasp it in his own. He rubs his thumb against her knuckles, lightly tracing the outline of her fingers, and feels her shiver in response.

"Cold?" he asks with a gentle smile.

"Just a bit. It's gorgeous from up here. How far away is this mysterious place you're taking me, anyway?"

"Not far. We'll be there in less than a few minutes once we get moving. Fast as cheetahs, these trams are." He squeezes her hand and then removes his coat to wrap it around her shoulders. "You might need this. It can get a bit windy."

Just as she opens her mouth to speak, a voice comes on over the loudspeaker to inform them that they should fasten their seatbelts and mind the gap when they exit. With no further warning, they lift up into the air and begin to move.

He feels Rose's body stiffen as they are pulled back into their seats and on impulse he wraps his arm around her shoulder. She relaxes immediately, melting into his embrace as she rests the side of her face in the crook of his arm.

"Blimey, Rose. It's just a hover tram. You've travelled on much worse. Or was that just a clever ploy to get me to wrap my big masculine arms around you?" he teases, moving his arm from her shoulder to wrap across her back and around her waist, pulling her closer until her head lays on his chest. The tram moves more smoothly now and the world outside has become a blur of colours.

Rose shoves him in his empty shoulder. "Oh, shut up. It was just unexpected is all. I thought I lost my stomach there for a moment! This must be what it's like to travel in that elevator from Willy Wonka, yeah?" She lifts her chin to look up at him, her light brown eyes huge and searching. A little bit of her tongue pokes out to wet her bottom lip.

The Doctor freezes.

Her lips are so close to his now; all he has to do is lean down a little and he will be able to taste them. They look so inviting, like sanctuary on a cold day - the kind of sanctuary that he doesn't deserve, a chastising northern accented voice in his head reminds him. But her scent is hypnotic, pheromones made more intense by sweat and proximity, and he feels his hearts speed up in anticipation of drawing her even closer. His internal musings fade, focus now entirely on kissing Rose Tyler. He feels his eyelids grow heavy, as they drift closed and he is pulled closer to her by an invisible magnetic force. Just as he meets her lips, the tram comes to a sudden stop, throwing them both to the floor.

He opens his eyes, and oh that's brilliant, opening his eyes, because now her breasts are in his face and if he could just move her down a tiny bit, his tongue might be able to reach that bit of cleavage that is currently on top of his nose. He tries to open his mouth to suggest it, because really it is probably the best idea he's had all day, but she chooses that moment to move off of him.

"I think this must be our stop," she tells him in an uneven tone.

"Our stop?" he asks distractedly, wondering why she looks so flushed and far away all of a sudden. She gives him a pointed look that abruptly brings him out of his daze. "Oh right! Our stop. Brilliant. They did say to fasten seatbelts didn't they?" He swallows; the space between them is now heavy with an air of awkwardness that makes his body twitch with the need to run.

"Yep. Probably should have listened to them. Mind you, they could've given us more warning." She uses the chair to pull herself up and extends a hand to him, which he ignores, the desire to pull her back down on top of him too alluring.

A brief flicker of hurt flashes across her face in response so he grins a manic smile and then extends his body into a backbend before leaping up into the air and exclaiming "ta da!"

If she sees through the clueless alien charade, she doesn't let on. Her wounded expression turns into a fit of contagious laughter that has him joining in, the awkwardness between them completely forgotten. He grabs his coat from the seat where it had fallen off of Rose's shoulders and then takes her hand to lead them towards the doors, which they slide through just in time, landing feet first on the pavement below.

They walk down the sidewalk, swinging their entwined hands back and forth in playful abandonment. A smile blooms on Rose's face that is bigger and brighter than any sunrise he has ever witnessed. It makes him feel giddy, light-hearted and free and he is overcome by an urge to lift her up and squeeze her against him in a tight embrace, to show her a little bit of how much he adores her in this moment and every other.

He doesn't, though.

The temptation to kiss her is still too fresh in his thoughts and he has several reasons to avoid acting on such impulses, several reasons that are coming back to him in full force and putting an inconvenient damper on his good mood. It isn't a train of thought he wants to embark on at the moment.

Fortunately, the distraction he needs is located just around the corner.

Letting go of Rose's hand, he motions excitedly at the building in front of them. "Here we are Rose! The 'Fantasy Island Hotel', home to the largest variety of spas in this galaxy and that isn't even the best part."

When he turns to see her reaction, she looks pensive and unsure, lips puckered and a line half formed between her eyebrows. His smile fades as he runs a hand through his already wild hair.

"What?" he asks, frustrated and dizzy from the effect of her vacillating moods.

Rose shakes her head, looks at him with a small forced smile that is even more telling than the frown that it replaced. "Nothing, S' just beautiful, is all." She shrugs. "So. What's the story of this place, then? Go on, I know you want to tell me."

"Beautiful? I don't understand, it's not -" He frowns, looking at the hotel again to make sure he didn't miss anything. While posh, it looks like it could be a generic office building; it is nothing more than a tall rectangular structure with countless tinted glass windows, surrounded by neatly trimmed bright green bushes and a simple garden filled with various common flowers. He sees nothing impressive about it. "There's not much to tell, honestly. I didn't bring you here to discuss the architecture. I'll get us checked in and then — then, Rose Tyler, I'll show you something worth discussing." He winks at her and pulls her into the building with him.

After several minutes of arguing with the front desk clerk, he secures them a nice room with passes to two different spas and the exclusive dining terrace.

He finds Rose sitting in the lobby on a velvet sofa, her chin resting on the palm of her hand, and holds up the passes with a triumphant grin.

She grins back at him, lifting up her head and standing up to join him. "What's that then?"

"Oh, nice try, Rose. I'm not giving away the surprise that easily. Well, I will tell you that I have a spa pass or two in here for you, but you can use those tomorrow when I'm doing TARDIS repairs. Tonight, I have something much better planned." He moves his eyebrows up and down in exaggerated glee.

She rolls her eyes at him with a playful smile. "So you keep not so subtly implying." Biting her bottom lip, she looks down, indicating her outfit. "Am I okay in this? You said it'd be a hot planet and I thought since we were going to a beach resort and all..."

"Uh."

He hasn't paid attention to her outfit until now; he was too busy worrying about how to keep her distracted from whatever has been bothering her. Of course he more than noticed her shirt and how it gaped open, exposing her cleavage, when she was on top of him on the tram, but he hadn't given any thought to whether or not what she was wearing was appropriate. Now looking at her, he wonders how he could have been so oblivious. She is always beautiful no matter what she wears and that never changes, and he would tell her exactly that if he wasn't such a coward.

But what she has on now hardly qualifies as clothing on many planets: Her bubble gum pink sleeveless top ties at the neck, halter style, buttoning down the middle, tightly hugging her curves, and exposing the skin below her belly button. The black shorts underneath it barely cover her upper thighs; showing off her muscular legs and making them look longer than usual. It is a huge change from the hoodies and baggie jeans she used to wear.

She clears her throat, startling him out of his blatant staring. "Doctor, are you blushing?"

Feeling alarmed all of a sudden and wondering when he became so easy to read, he lifts his arm over his head to scratch the back of his neck.

"Time Lords do not blush, Rose. You look — uh, you look great. Really, really great. Honestly, you'd look nice in anything, but that's particularly, erm, revealing." He holds his other hand up to stave off the protest he sees on her face. "It's very lovely to look at. Shows off your breas — I mean your, uh, your arms! Yes your arms look quite nice in that top, if in fact it is actually a proper top." Seeing her sceptical eyebrow, he rushes to reassure her. "Honestly, Rose I think it's a flattering look on you, just it might not be the best thing to have on for where we're going."

If she thought he was blushing before, he is pretty sure he must look completely crimson now.

"And you didn't think to mention this to me _before_ you dragged me half way across the planet to a posh hotel, several miles from the TARDIS?" She shakes her head, in what he thinks is amusement rather than irritation, going by the twinkle in her eyes and the smile tugging at the corners of her lips.

"Well," he begins, and then shrugs, pulling out a credit stick. "You could buy an evening dress. Lots of little shops on the third level, according to the very informative desk attendants and this has unlimited credits." He hands it to her and sits down in the spot she vacated and she places the stick in her back pocket.

"Thanks. What, you don't want to come watch me try them on like that scene in Pretty Woman?" she says with a suggestive grin, tongue touching her top lip.

Too afraid she will see right through him again, he averts his eyes, not taking the bait to flirt back. "Nah. Never much fancied myself the Richard Gere type. Actually, why don't you meet me in the hotel room after you're done and then we'll go down together? Just make sure you're back by 5:00 PM local time. Room 807, don't forget," he points a threatening finger at her as he stands back up to give her the room card, "and do _not_ wander off!"

Holding up her hands in surrender, she smiles at his stern tone. "Alright, alright, no need to get snippy. Good job Mum's not here; she'd have me out shopping all night if she knew how much was on that credit stick." She turns to leave, looks back at him over her shoulder. "See you soon, yeah?"

She disappears up the escalator, leaving him feeling bereft in the sudden silence of her absence, despite the noise and bustle of the lobby that surrounds him.

He sighs, already missing her and wondering if he made a mistake staying behind. He has some getting ready to do of his own, though; not that he ever needs to do much to his appearance, having regenerated into such a handsome body again. Still, he is relatively certain that his hair must look a bit out of sorts what with the strong breeze and all. Then there's the standard sixty-seven-point inspection of the hotel room that he still needs to perform. While he might normally thrive on the unexpected, he doesn't want any surprises waiting for him in the room they will be sharing. And, really, who knows what could be lurking up there, waiting to ruin their entire evening.

An elevator ride later, he arrives on the eighth floor. Quickly locating their room, he inserts the key to open the door and his eyes widen at what he sees: A heart shaped canopy bed, full size _at best_, occupies the centre of the room, a deep red floral duvet and twenty-five oddly shaped hot pink pillows on top of it. Similarly coloured toile patterned wallpaper decorates the walls and he squints a little in an attempt to dim the overall effect. It reminds him of something Jackie Tyler might have put together, though she would probably slap him if she knew he'd brought her daughter to a place like this.

Grimacing at that unpleasant thought, he stalks over to the communication pad located on the wall next to the ensuite and pushes the button to call the front desk.

"Yes, Mister Tyler?" the feminine voice on the other end says.

"Right. Hello! You seem to have put us in some sort of honeymoon style room by mistake," he tells them, in an overly friendly tone that belies his anxiety.

"No mistake at all sir, the room is to the exact specifications the paper reservation you showed us indicated," she says.

"Exact specifications - no, no, I distinctly remember the specifications I gave you and I definitely didn't ask for a room that looks like a valentine regurgitated its insides all over the — well, never mind that. What other rooms do you have available? We're going to need to switch."

"I'm sorry sir, but we're completely booked up. I'm afraid we won't be able to move you." The Doctor detects a hint of smug superiority in her tone and he finds himself regretting the squabble he had with them when he haggled for the passes. Really, they'd been incredibly difficult, though, so he could hardly be blamed for the situation.

"Thanks for that. We'll make the best of it then. Cheers." He depresses the button and runs his hands over his face.

"Well, this is certainly going to be interesting."


	2. Chapter 2

_Rated Teen this chapter but rating will increase. Thanks again to my beta, resile_

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After several minutes of pacing and most definitely _not_ panicking over Rose's potential reaction to the room, the Doctor decides to take a shower. Not that he needs one, of course. His sonic could easily take care of his hygiene issues if he had any, which he doesn't. Time lords never have body odour (well, very nearly never); superior biology allows him the ability to regulate his own temperature so there's no need for primitive sweat glands. But the loo is the only thing that he hasn't inspected yet and he wouldn't want to be negligent.

Expecting to find a neon heart shaped bath filled with flower petals or something equally ridiculous, he is instead greeted by a sophisticated room that reminds him of a mini spa, complete with muted earth toned décor, marble tiled floors and a bathtub the size of a small swimming pool.

Noticing several suspicious looking metal spouts sticking out of the wall, he narrows his eyes, approaching them briskly to see what they are. Tiny labels cover each one, indicating their various floral scents, and he leans down to make sure that they are what they claim to be. He licks the spout that says 'rose' and is startled by a loud computerized voice that tells him that he 'made an excellent choice'.

"Oh, no no no no no! I don't want –" The spray hits him in the face with a surprising amount of pressure, wetting his hair and most of his suit, making him smell like a floral bouquet. He uses his impressive quick reflexes to turn the water off, sprinting out of the bathroom before it has a chance to do any more damage.

Grateful that Rose wasn't there to witness him looking so undignified, he grabs a towel to dry off his hair, rubbing it on his head carefully so that it styles it at the same time, and then uses the sonic to dry off his suit.

He looks in a mirror that hangs by the bed, gives an approving nod at his reflection and begins to feel a little more optimistic about the situation. Logically, he knows that Rose will find the room humorous rather than offensive. It wouldn't be like her to get angry or jump to conclusions or – but what if she does? Her behaviour has been off recently, all the more so today. Getting her to smile or laugh was so much more difficult than usual. Maybe today she would be offended. Maybe today she would jump to conclusions. Maybe today she would ask him to take her home.

Pacing back and forth again, he glares at the bed as if it is to blame for his sudden inability to remain calm. He catches a glimpse of himself in the mirror, tugging at his hair with both hands, and sees that his perfectly styled strands now stick out in several different directions, making him look like a madman.

Effectively distracted from the impending panic, he stops to arrange his hair again and reminds himself that he always manages to come up with a brilliant plan eventually. Why should this be any different? Perhaps he could blindfold her and take her straight to the loo, claiming that everyone sleeps in bathtubs on this planet and that the bedroom is filled with light that is harmful to the human eye. Completely plausible, that.

He chuckles when a picture of her trying to figure out the different scented spouts pops into his head, an image that is inconveniently followed by a much more vivid one of her naked and bathing. Heat rises to his face and his breathing becomes erratic. Closing his eyes, he takes a deep breath to focus on tamping down his body's traitorous reaction to the familiar fantasy.

Because the universe hates him, that's the exact moment that he hears Rose inserting her key card.

He reacts automatically, sprinting to the door to open it before she has a chance and then sliding through the crack to prevent her from seeing inside the room. Without even glancing at her, he grabs onto her hand to drag her towards the lift.

Rose tugs on his hand to slow him down. "Doctor, what – I don't understand, why are we running?"

"No time, Rose! We're late. We have a reservation to keep!" he says, stopping in front of the lift to push the down button several times. It opens right away and he pulls her into it, finally feeling like he can relax again.

Then he looks at her.

All breath leaves his body _again_ as he takes in her appearance: A floor-length, deep red, sleeveless dress hugs her body, the lightly sequined bodice twinkling faintly in the dim, flickering lights of the lift. Her hair is pulled up into an elaborate bun, wisps of blonde strands framing her face, exposing her neck, shoulder and clavicle in such a way that has him clenching and unclenching his hands, as he wills away thoughts of what it would be like to lick her there. He closes his mouth when he realises he must be gaping.

"Doctor, I think you've got a bit of drool, just right -" she wipes her finger over the corner of his mouth, "there."

"What? What? Time Lords do _not_ drool," he stammers. "You look amazing, Rose. Not that you don't always look amazing, because you do, and I'm sure I don't tell you that enough, but this is a flattering look for you, quite elegant, not that you aren't elegant normally –" Her finger on his lips abruptly shuts him up.

She gives him a cheeky grin. "I know! I really do, don't I? The shop girls are so helpful here."

"Oh, were they?" he asks, still distracted by the dip between her shoulder and clavicle, shadowed and mysterious and tempting.

"Yes, they were. Doctor, don't you think you should select the floor so this lift actually goes somewhere? I thought we were running late."

"Didn't I already? Aren't we moving?" It feels like they are.

"Uh, no, we're not, actually," she says, sounding a bit smug and amused.

"Oh. Right. Floor 2 coming up!"

He presses the button, silently concentrating on regaining his composure and on dissolving the cocktail of hormones coursing through his bloodstream.

The doors open to reveal an obtrusive wall with blinking red lights on a rectangular panel. The Doctor reaches into his pocket to pull out the passes, scans them across the sensor, and tugs Rose through the doorway that opens once they're free to move ahead.

"Ooh, secret doors. Very –" Whatever she was about to say is forgotten when she notices the room they just entered.

This is always his favourite part, seeing the wonder on her face as she takes in a new place or experience. She halts mid step, her eyes widening as she gawks at the expanse of blue in front of them, an endless underwater world of water animals and exotic fishes that swim in all directions, through colourful coral and swaying plants, co-existing incongruously with people eating at tables on the ocean floor. She slowly extends her hand towards the water, brow creased in concentration, undoubtedly trying to make sense of how she is still dry when the aquarium doesn't appear to be encased behind glass, and is startled when she hits an unexpected barrier.

He clasps her hand in his and pulls her into the room with him. "The glass is invisible. Gives you the illusion that you're right there in the ocean with them, while you enjoy a top notch dining experience. What you're looking at is the planet in its original state before humans got a hold of it. Well, not the whole planet – just the oceans and lakes, but much of the surface was covered in water. See it's even above us."

They both look up to see a large, purple, manatee-like creature with six eyes, swimming towards them. Rose grimaces, shielding her head with her arm, smiling when she realises it isn't coming anywhere near them.

"It's sort of like a 3d movie, yeah?" She worries her bottom lip between her teeth when a vicious fish that looks like a great white shark comes at them from the left.

He has to look away from her, a looming fantasy of sucking on that bottom lip threatening to overtake his imagination. When did he become so excitable, _randy, horny, hot and bothered_, he wonders. Very odd words, all of them: human-sex-drive words that should have nothing to do with him. And he should probably answer her question.

"A bit, yes. Only this is all real. Think of it like a nature preserve of sorts. Still, I don't know how they keep the predators from eating all the other animals. Must be more invisible barriers in there." He pulls out his glasses and places them on his nose, squinting to get a better look.

"Will you be dining with us this evening, sir and madam?" a voice interrupts them.

The Doctor turns to face the voice, a pretty boy in a tux attached to his slightly less pretty brother. He pockets his glasses and pulls the passes back out. "Oh yes, I should think so. We have reservations!"

"Of course, right this way," they both say, motioning for them to follow.

Rose looks at them, curiosity written all over her face. She puts her hand over her mouth, leans into the Doctor to whisper, "He has two heads."

"Don't stare, Rose, it's rude. Conjoined twins are quite the norm in establishments like this. They make the best hosts," he whispers back.

"Right. But how is that even possible? They aren't identical. And isn't that a bit discriminating, making them all hosts like that? I mean what if they want to do something else?"

The air from her whisper tickles the hairs on his neck, making him giggle. She pokes him in the ribs.

"Oi! It's a perfectly reasonable question." She frowns.

"Oh, I wasn't laughing about what you said."

"Then wha –" Rose starts to ask and then stops when the hosts turn to look at them with a hand out to indicate where they should sit.

Both heads smile, handing them menus and opening their mouths to speak at the same time. "Your server will be right with you. Enjoy your dinner and please let us know if it is anything short of the best dining experience of your life!"

"Will do, thank you," the Doctor says, taking his seat across from Rose.

She stares into the distance and he follows her gaze as it travels from the hosts retreating back to the ocean preserve all around them to the dance floor with something that looks like longing, or maybe regret. Finally, she meets his eyes. The table is small, but tastefully decorated, a solitary candle casting glimmering light against the uncorked bottle of red wine and two modest glasses sitting in the centre.

He beams at her. "What do you think? Do you like my surprise, then?"

She frowns in consideration. "I don't know, Doctor. You've been hinting around about this place all day and I'm not sure it quite measures up."

"No? Well. I'll admit it isn't the most impressive place I've ever brought you. Still, I thought that you'd at least –" her lips twitch and he pauses. "And you're just winding me up aren't you?"

"'Course I am! This has all been brilliant." She takes his hand in hers across the table, lightly rubbing her thumb over his knuckles, staring into his eyes in a way that makes him feel adored. "I mean it, thank you."

"Aww, you two are adorable! Is it your anniversary?" a female who sounds almost American interrupts.

The Doctor looks up at the intruder, reflexively snatching his hand away from Rose to scratch the back of his neck.

"Oh, we aren't together; we're, um, really good mates," Rose says with a crooked smile.

"I see." She doesn't sound like she believes it and the Doctor is surprised when he feels pleased by that. "I'm Eliza and I'll be your server this evening. Would you like to hear our specials before you order?"

"Yes, bring us all of those," the Doctor says, wanting her to leave.

"But you haven't even heard them, sir. Are you sure?" Eliza asks.

"Quite. We worked up a big appetite today." Eliza gives him a cheeky grin, and he pulls on his ear. "That's not what I meant. Just order us the lot, thanks!"

Effectively dismissed, Eliza leaves to place their order.

Rose exhales a nervous laugh. "Blimey, but that was a bit awkward. I almost thought she was going to ask us for details on our favourite shagging positions."

His eyes widen a little at her audacious words. "Yeah, and she might have done if not for her position, erm I mean job, as our server."

He picks up the bottle of wine, pouring himself a glass and most definitely _not_ imagining which sexual positions would be likely contenders for 'favourite'. With unsteady hands, he reaches for Rose's glass, hitting the mouth of the bottle hard against the glass, making a loud clinking noise and barely avoiding a disastrous spill.

She takes a sip of the wine and opens her mouth to respond, but something behind him distracts her and she points at it, eyes wide with shock and delight. "Oh my god, is that a mermaid?"

He turns to see a fish with long flowing black hair and a beautiful feminine face swimming towards them that does, indeed, look like a mermaid. "Nah, nasty things, mermaids. That's just a capilli fish with a pretty face. See how it's mostly covered in scales? Just has hair and human-like eyes, pretty common on this planet, really."

She shakes her head at him with a bemused smile. "You are so full of it. It's a mermaid-like creature then, alright? Makes me wish my cousin Chelsea were here to see it."

Then, her eyes go cloudy and she gets that distant look in her eyes again and he curses internally, concerned that her joy over the evening hasn't eclipsed her earlier anxieties.

She tentatively meets his eyes and then picks up a cloth napkin from her lap, focusing on that instead, as she begins to flip it over, back and forth, folding it each time until it looks like a fan.

"You know, I used to come to a town like this one when I was growing up. Mum would send me off to Granny Tyler for a week every summer and we'd take the train to meet Chelsea and my Aunt at this caravan park."

Placing the napkin on the table, she pauses to look at the capilli fish still swimming behind him with a distant smile. "Chelsea – she was a few years older than me; bright ginger hair and wild as anyone I've ever met – well, we ran around everywhere getting in all sorts of trouble together. She had this barmy idea that mermaids lived in the North Sea and she would drag me all over to look for them, claiming she'd find proof eventually. Used to drive my Gran mad, we did."

The Doctor smiles, charmed by this picture of a tiny adventure seeking Rose. "What happened to her?"

Her eyes snap back to his. "Chelsea? Oh she never found any evidence of mermaids and outgrew all that stuff by the time I was twelve or thirteen. Ran off with some posh bloke from the resort side of town one day. Said I couldn't tag along because I looked too working class or something like that."

"And that didn't bother you?" He frowns.

She shrugs and focuses once again on the creature behind him. "Not really, no. I mean I looked up to her and missed having her around and all, but I wasn't fussed about any of it at first. At least not until I was bored one day and decided to follow her, because I was curious about where she was sneaking off to all those times. She'd taught me how to do it all quiet like, used to say we had to be as stealthy as ninjas or we'd scare the mermaids off. So she didn't even hear me creeping up behind them."

Chewing idly on her thumbnail, she shakes a stray hair out of her face and looks at him, the hint of vulnerability in her eyes making his arms ache to hold her.

He settles for squeezing her hand in his, a silent appeal for her to continue. The sound of plates clinking against one another startles them both and they jump at the sudden intrusion.

"Well, here you are. All of the evening's specials, including deserts! Just as you requested." Eliza fills the table with dish after dish of steaks, seafood, chicken, pasta, various vegetables, chocolate treats and fruity pastries, until the wooden surface is no longer visible.

"Blimey, I think we're going to need a bigger table. That's a lot of food," the Doctor says.

"I tried to warn you, sir, but you did insist. Please let me know if anything isn't to your satisfaction." Eliza departs with a curtsy.

Rose and the Doctor look at each other, eyes wide at the overwhelming display in front of them, and burst into simultaneous laughter, hands flying up to cover their mouths, tears streaming down their faces from the strain of trying to remain as quiet of possible.

Finally composed, Rose picks up her fork and stabs it into a small roasted potato. "I guess we better start eating, yeah?"

He grins in agreement and starts digging into some pasta primavera, remembering at the last minute that he should use utensils. "Mmm, brilliant noodles, very tasty! No need to worry about eating all of this. I'll have them pack what we don't eat and we can either give it away or bring it all back to the TARDIS."

"This is gorgeous, perfect texture," Rose moans as she takes a bite of steak and his eyes glaze over at the way her tongue darts out to bring the food into her mouth.

Clearing his throat, he grasps onto the first distraction that comes to mind, because he desperately needs one, and because he genuinely wants to know: "So what happened after you followed this cousin of yours, then?"

Her eyes go dull and she freezes, mid-bite. Dread builds in his gut, bubbles up inside of him like a shaken bottle of beer waiting to be opened, and for the first time it occurs to him that maybe this is what has been bothering her all day, that maybe this is when she will tell him that she wants him to bring her home. He wants to take back his question.

He combs his hand through his hair and scrambles to change the subject. "Unless you don't want to talk about it. Plenty of other things to talk about - look at that giant rainbowfish over there. He seems to be quite enjoying that bit of algae. Interesting family of fish, rainbowfish, generally found in the rivers and lakes of Australia and New Guinea on Earth and found in similar climates on this planet too, though obviously there is a large difference in size. Isn't it interesting how they've managed to create a habitat here where salt water and fresh water creatures can both live? Human ingenuity knows no bounds."

She smiles around her fork. "It's amazing. And, no, it's alright, I don't mind talking about it. S' not exactly the most pleasant dinner conversation, is all, and I don't want to bore you, nattering on about domestic things."

"Oh Rose, I think everything you say is interesting. Well. Perhaps not everything - I could do without hearing about some of your Mother's nastier habits." He makes a face, remembering one particular conversation about a past boyfriend, and then seeing her serious expression, he stops, schooling his face in anticipation of what she is about to tell him.

"Noted." She breathes out an almost inaudible sigh and picks up her glass of wine, sipping it slowly. "So there I was hiding in the bushes in the courtyard of the fancy hotel I followed them to, watching Chelsea snog this bloke. It was the first time I'd seen people kiss like that outside of East Enders and other stuff that Mum watched on telly and it looked a bit messy and gross to me, like two people sucking each other's faces off. Anyway, I started feeling quite dirty seeing such a private moment so I got up to leave. And that's when he heard me." She fidgets with an earring, staring off into the distance, and they're not the hoop ones she normally has on, but long, silver, dangly, ruby-plated ones that match her dress.

Her pause turns into an awkward silence that aches to be filled with words, so he says the first thing that comes to mind, wondering why he seems to have temporarily lost his ability to hold several hundred trains of thought at once.

"Erm, nice earrings."

Startled out of her thoughts, she stops fidgeting and meets his eyes.

"Oh, thanks. Bought them with the dress." She smiles at his half-hearted complement. "Sorry, zoned out a bit. Where was I?"

"The boyfriend heard you get up to leave."

"Right. Well, he went a bit mad, started yelling as soon as he saw me, accusing Chelsea of having spies. He said his family couldn't know about her because of where she was from. Called her 'whore' and a 'bent' and me a 'little chav brat'. Well, I had a little mouth on me so of course I fought back, telling him he wasn't allowed to talk to her that way. Even shoved him a little when he wouldn't listen, but he was bigger and stronger and pushed me back, so that was a bad idea. I was a tough kid though, just got a badly skinned knee and refused to give the git the satisfaction of seeing me cry over it. After that, he turned around and went back inside his posh hotel, saying he never wanted to see Chelsea again. She ran off, saying I'd ruined everything. Then told Gran that she wanted to go home and she hasn't talked to me since."

He moves to sit beside her and pulls her into a hug. Being able to comfort in this way wasn't intuitive to him before or hadn't been for a long time. Oh, sure, he'd hug anybody, but this sort of empathy is something that has re-emerged from knowing her.

"You did the right thing," he says, not knowing what else to tell her.

She clutches onto his lapels, leans into his embrace, her voice reverberating against his chest. "Yeah, maybe I did, but I think she loved him. Or thought she did, anyway. What hurt the most was how she tossed me aside like I didn't matter, like we hadn't been close all those years. When our Gran passed, I tried to give her a ring, thinking maybe she'd want to talk to someone who knew her, but she didn't want anything to do with me. Not even at the funeral. And I know it's sort of selfish, but, really I think the hardest thing about losing her and my Gran, was that it felt like I lost the only link I had to my Dad too, you know? Besides Mum of course."

She pulls back to look him in the eye. "Thing is, Doctor, not even that experience with Chelsea's git of a boyfriend made me feel like I was less, just because of where I came from. I never felt that way, until, well, until, some things that have happened recently, and then again when I met my parents in that parallel world..."

Something is about to change. He can feel it, almost see their timelines splitting in two different directions, despite how muddled hers usually appears to him, and he can't (_ won't_) allow it.

"Do you want to dance? Dance with me, over there on the dance floor?" he says, before she can continue.

It works.

"I'm sorry, I think my ears aren't working properly. Did you just ask me to dance? Are you sure you're feeling alright, Doctor?" She reaches up to feel his forehead with the back of her hand.

"Oi! It's not like I've never asked you to dance," he protests weakly, sounding a little like his last self, with the exception of the whine he can't seem to keep out of his voice.

"Technically, I don't think you ever asked me, and right now you don't have any time agents to compete with." She gets up, extends a hand to him and wets her lips before breaking into a huge grin. "Well, come on, then. Let's see if you've got better moves in this body."

The way she is looking at him, he's certain he would follow her anywhere. Flushed cheeks, heavy lidded eyes and a flirtatious smile that could make even the most cynical person fall to their feet in reverence. He takes her hand, allowing her to lead him to the dance floor.

"Oh, I think you'll find that I do, Rose Tyler," he says belatedly.

She turns her head to answer him over her shoulder, smiling. "We'll see."

When they reach the dance floor, he tugs her towards him into an elaborate twirl and then grabs her waist and pulls her against his chest in one move.

She looks up at him, giddy and impressed, putting both of her arms around his neck. "That was a much better start than last time. Let's see what else you've got."

He beams at her.

A pianist plays a song he doesn't recognize, fingers dancing gently over the keys, the languid melody and an emotive beat flowing over the dance floor, creating an intimate, quiet atmosphere. He pulls her closer, wrapping his arms more tightly around her waist, encouraging her to rest her head against his hearts. With a shuddering sigh, he closes his eyes and focuses on the way her warm breath hits his neck, on the way she leans on him so trusting and sure of his ability to support her.

He wants to freeze this moment, suspend it in time forever so that they never have to move forward again. It is so antithetical to how he normally feels, this wanting to stay in one place, in one instance, and he doesn't know what to do with that feeling. But she's there with him, right now, and she is everything he has ever wanted in one fragile human being; he is so sure it won't last, so sure of the inevitability that she will leave him, that the idea of this, too, fading into a distant memory is unendurable. He wants to remain here, to meld into her until they become one and can experience this moment again and again. He can't, though; even if he could, he would never ask that of her. His Rose is not meant to be perfectly preserved in a singular eternal moment that never changes, kept in permanent stasis, simply because he can't bear to face a future without her.

Rose pulls out of his embrace and looks up at him with concern. "Song's over, Doctor. You okay?"

He isn't, not really.

Forcing a smile, he nods. "Of course I am."

She smiles back, not believing him. "I'm feeling pretty knackered, almost fell asleep on you during that dance. Do you think we could ask them to send the rest of the food to our room?"

"Yes, I'll let our lovely hosts know so they can tell Eliza. Wouldn't want her to gloat or anything. Wouldn't want all of that delicious chocolate to get tossed, either." He starts to walk away to take care of it when she pulls him back towards her.

"I'll meet you up there, okay? I want to get out of this dress. S' not the most comfortable thing I've ever worn," she says, stifling a yawn.

His eyes widen. Lost in his thoughts, he completely forgot about the room, and he can't let her see it without some sort of explanation.

"You can't, Rose. You'll need me to use the passes to scan our way out and they're biologically linked to me, so they won't work for you." It's not a lie, ish; just a bit of a half-truth. They are linked to his bio signature, but she could easily use them.

"Yeah, alright. I think I can stand to wait a bit longer. Still, lots of lovely things to keep me occupied in your absence." She winks at him, walking off in the direction of the lift.

He arranges for their food to be sent up and pays their bill, barely noticing the thanks of the hosts or when they correct the way he accidentally signs his name diagonally across the front of the receipt, too preoccupied by thoughts of how to make a cosy, heart-shaped bed seem like an innocent and ordinary fixture of the hotel.

"Ready to go?" he asks, touching Rose on the shoulder.

"You startled me! I didn't hear you coming. Yes, let's go," she says with another yawn.

He doesn't manage to tell her about the room on the way out of the restaurant, walking slowly, pointing out various sea creatures along the way to explain the differences between them and their Earth like counterparts, barely paying attention to what is coming out of his own mouth, his enthusiastic voice becoming an indistinct murmur. As soon as they reach the lift, he pulls Rose into it and quickly pushes the wrong button, pretending it is a complete accident when they end up on the incorrect floor. He laughs at his 'mistake' when he sees her raise a questioning eyebrow at him and, finding no other way to prolong the ride, he pushes the correct button.

Once they arrive on the proper floor, he steers her in the opposite direction of their room, hand placed on the middle of her back, gently urging her forward.

"Rose, you have to see the ice machine. It's brilliant! Absolutely astounding, really. I've visited it five times today, already! Just look at it!" He tugs at his ear and begins to feel a bit guilty about the lie.

She giggles at him indulgently. "Okay, let's see it, then."

He points at it, noting that it is in fact a boring, generic, large silver ice dispenser with a big 'push for ice here' button in the centre, the type of machine found in hotels all over the universe.

Looking at the ice machine with an admirable amount of expectation for an entire minute, she frowns at him when it fails to do anything interesting, aside from making a loud clunking noise. Shaking her head, she pulls him down the hallway, back towards the room.

When they reach their door, he stands staring, key clutched in the palm of his hand, still fumbling for a way to warn her about what she is about to see.

Words are failing him for the first time that he can remember. Well, maybe not the first time - he has managed to bollocks up quite a few situations with the wrong choice of words. But he's also someone that has been known to bring down entire governments with words alone, so, really not being able to formulate a sentence about something so simple is quite pathetic. He can almost hear his past incarnations laughing at him.

"Well, if you aren't going to open the door, I will." Rose snatches the key card out of his hand.

"Rose, no, I need to explain, the roo – " he says, but she's already inside, gaping at him, a blush forming on her cheeks.


	3. Chapter 3

_The rating has increased for this chapter, as it contains some Adult content. I feel it is important to the story and not gratuitous, but you will still get the essence of the story if you only read up through the conversation following the kiss and the very last part (if you would rather skip the sex). _

_Thanks again to my beta re-sile and to everyone who has read, favorited, followed, and/or reviewed :) This is the last chapter. _

* * *

If the Doctor had to choose one emotion to describe the expression on Rose's face, it wouldn't be either of the reactions he anticipated: she doesn't look offended or amused. Still, what is it? Her widened eyes and gaping mouth convey shock; her narrowed eyebrows imply confusion, or perhaps disapproval; a pink flush dancing from her clavicle to her cheeks and a small smile at the corner of her lips suggest both embarrassment and pleasure. Inscrutable would probably be the most accurate, because he has no idea what is going on in her head right now, but that isn't really an emotion. Still, he likes the way the word sounds on his tongue.

Rose closes her mouth, eyes snapping up to meet his, an impenetrable torrent of thoughts locked in battle behind her hazel irises.

"Sorry? What's 'inscrutable'?"

He frowns, not realizing he'd said that out loud. "Ah. Nothing. You know me, always running at the mouth. Rose, I can explain. About the room, I mean."

"Yeah?"

"Well," he says, running his hands over his face. "I requested a suite with two bedrooms, gave them detailed instructions, in fact, that they deliberately ignored. It's important that you know that, the 'deliberately ignored' part, because I wouldn't have assumed you'd want..." He motions at the bed with one hand, reaches behind his head to scratch at his neck with the other. "Anyway. When I got here and saw all of this, I rang the front desk directly to tell them there'd been a mistake, but they claimed to have no other rooms available. Very unhelpful, really." He lets out a sigh of relief - not so difficult, after all, saying all of that.

"Oh." She fidgets with one of her earrings and bites her lip as she surveys the room, not meeting his eyes.

Human emotion might not be his primary expertise, but he's relatively certain that she sounds disappointed.

"So, this why you've been acting so strange, then?"

"Have I?" He tugs at his earlobe, really wishing he didn't have such obvious tells in this body. Usually, he is so much better at projecting 'calm and collected.'

"Uh, yeah. Yeah, you have." She walks up to him and places a hand on his shoulder with a gentle smile. "It's okay, Doctor. I'm fine with all of this. Really, it's a bit funny, actually."

He beams. "I know! Just look at how outrageously decorated this room is. Almost like your mother got a hold of it."

Face screwed up in disgust, he shudders.

She chuckles and wags a finger at him. "Hey, you leave my mum out of this."

"Oh believe me, no problem there. Won't hear me bringing her up again, tonight." He presses a finger across his lips, zipping them shut.

They both continue to stand where they are, feet shuffling, eyes darting around the room, and a palpable silence builds between them.

"So," they both say at the same time.

Breathing out a quiet laugh, Rose reaches for his suit jacket, plunging her hands into one of his bigger on the inside pockets. He gulps as she fumbles around, uncertain, until finally she retrieves a toothbrush, a pair of pink cotton shorts and a floral vest. She holds them up with a triumphant grin. "Ah-ha! I knew I had some pyjamas in there somewhere. I'm gonna go get ready for bed. See you in a mo, yeah?"

She walks towards the ensuite, hips sashaying in her sleek, red dress that reveals the curve of her back. He supresses an undignified squeak, swallows it down, and pushes an image of slipping the dress off of her out of his mind.

He follows her and, reaching out to grab her hand, he pulls her towards him. "I can go back to the TARDIS, pick you up tomorrow after you've had your spa day. The old girl's still temperamental and could use some extra attention."

Shaking her head at him, firm and decided, she tilts her chin up. "That's just silly, Doctor. I know you're worried about her, but the TARDIS is miles away and the tram's probably stopped running by now."

"Alright, I'll, I'll…sleep on the floor then. Well, I say sleep, but I don't need to do that again for another forty-eight hours at least. Well, I say forty-eight hours, but really I could go even longer than that if I had to. Well -"

Rose places her hand over his mouth.

"I don't know what's going on in that big Time Lord brain of yours, but you're being ridiculous. It's not like we've never slept in the same bed. Just don't go anywhere, alright?" She turns around to walk into the loo, shutting the door behind her.

She's right, of course. They have shared sleeping spaces in many different types of situations: Curling up against each other on prison floors or small beds, depending on the quality of the cell and if they are thrown in it together; holding her against his chest on the sofa in the TARDIS media room as they watch something on telly; petting her hair as she rests on his lap while he reads to her in the library; spooning together on beds in different houses, on various planets, and even once in her own bed on the TARDIS when she had a bad dream and needed the reassurance that he was still with her.

Although he has relished (almost craved) the comfort of feeling her warm, human body pressed against him, looked forward to any opportunity to take her in his arms, he has always kept it friendly, chaste, _innocent_, even as his feelings and desires were anything but, choosing instead to cherish what they have for as long as he gets to keep her. And it has been enough, more than enough. Certainly more than he deserves.

But he can feel his resolve crumbling, feel the temptation building with each passing day that he spends with her, and he doesn't know if that's even what she really wants. Not with the confusing way she's been behaving lately and the look of uncertainty he keeps seeing in her eyes. Oh, he knows she finds him attractive; he can smell it on her – potent pheromones, a rapid pulse, flushed cheeks - all sure signs of attraction. If he didn't have the ability to regulate his own responses, he would have surrendered long ago. As it is, this body in particular seems made to respond to her.

Combing a hand through his hair, he sighs and walks over to the heart-shaped bed to sit on the edge, removing his trainers, while he waits for Rose to come out of the loo.

Throwing his head into his hands, he contemplates his two options: He can pretend to be unaffected, curling up next to her, tamping down his hormonal responses as usual, keeping their relationship in an amicable cocoon of chaste caresses; or he can change everything.

Playing the asexual, clueless alien has served him well: it's safe, clean, and no one gets hurt. Or so he thought. He can see the fractured edges of their entwined timelines, feels something coming, like an object just at the edge of his vision. He longs to take her into his arms, make love to her, and show her how much she means to him so that she never doubts it again; even as he longs to run as far away as possible, retreat into himself, build a protective barrier around his battered hearts, letting her live a safe life without him. And he isn't sure which path is more alluring.

A hand on his shoulder startles him out of his thoughts. He jerks his head up to see a pyjama clad Rose leaning above him, brow furrowed and lips parted, her face cast in shadow by the hair hanging across her cheeks and the soft light of the hotel room. He thinks he might be gaping at her.

"Doctor, what's the matter? I called your name twice and you didn't hear me."

"Oh, did you? Sorry 'bout that. Just a bit more tired than I thought, I guess. Maybe I could do with a short kip, after all." It surprises him when he realizes his words are not untrue. He _is_ tired.

She smiles, a small, tender smile, still clutching his shoulder. "Well, let's go to bed then."

The way she says it isn't at all seductive and it holds none of the teasing flirtation that is often present in their banter. Still, there's something quietly intimate about it that makes him want to look away.

Rose walks to the opposite side of the bed and pulls the duvet back before laying down on her right side, facing him. She looks up, lashes obscuring her eyes, head resting on her arm, and pats the sheet next to her.

Standing up to remove his suit jacket and tie, he takes a moment to compose himself, breathing in and out a few times, before turning back around to climb under the covers.

He lays there, staring up at the ceiling, feeling rigid and awkward in his shirt and trousers. When her foot brushes his calf, sending a tingle up his spine, he yelps.

"Oh, sorry. There's not much room to move." She pulls on his hand to encourage him to lie on his side, facing her. He complies, turning over so that their faces are almost touching. "Hello," she says, grinning a toothy smile that makes his hearts speed up.

She reaches a hand out to touch his cheek; the pads of her fingers lightly tracing over his jaw, up and down the side of his face in a lazy pattern that is so relaxing that his eyelids begin to droop.

"No stubble. You're so lucky that you don't have to shave that often. Blokes are always going on about having to do that."

Opening his eyes, he lifts an eyebrow and sniffs dramatically. "Yep, superior biology."

Rolling her eyes at him, she continues to caress his face. "I've counted one hundred freckles already. That a part of your superior biology too, then?"

"Well." He sucks on his bottom lip in consideration. "Could be. I don't exactly have control over what I regenerate into, at least not consciously."

"I've wondered about that, actually. You said - " She looks down for a moment, biting her lip, and meets his eyes again. "You said you could end up with two heads."

"I did say that, yeah. Not really possible though. Well, not likely, anyway." He tugs at his ear, averting his eyes.

"Yeah, didn't think so," she says, playing with the collar of his shirt, grazing his neck with her fingers. "I'm glad. Not sure what you'd do with two heads. I don't think even the TARDIS would be big enough to hold that much ego."

"Ha! Cheeky," he says, with a quiet chuckle.

Their eyes meet and her hand stills its ministrations, smile fading, a flush blooming on her cheeks. He becomes still. Mesmerized by her gaze, his eyes begin to drift closed, just as they did earlier that day on the tram. He feels her hot peppermint tinged breath blowing across his cheek and her soft hair grazing his jaw, as she leans her head closer, brushing her lips against his. It's gentle, chaste, little more than a peck, but it's enough to make his hearts beat faster and his eyes widen in both pleasure and alarm. Nowhere in his scenario had he anticipated that she might make the first move.

Before he has a chance to respond, she begins to pull away, an apology on her tongue, her eyes wide in expectation of an admonishment or a rejection, he isn't sure which. Making a split second decision, he shakes his head at her and clutches her shoulder, tight and insistent, keeping her close.

He focuses on her lips, watching the way her tongue darts out to moisten them, and runs his thumb across the corner of her mouth and then across her lower lip, his sensitive digit tracing the lines there and feeling the slightly chapped texture. Meeting her eyes again, he cups her chin and leans in, replacing his thumb with his mouth.

They both freeze, lips against lips, neither moving to deepen the kiss, and then he feels the slow slide of her bottom lip against his, and, encouraged, he responds, hand moving to the back of her head to pull her even closer. Slow, undemanding kisses become less tentative and his time sense begins to slow down as he loses focus of everything outside of the sensation of her lips on his. Unbidden, a mantra of 'Rose-Tyler-is-kissing-me' begins to play over his mind, to the beat of her mouth merging with his, again and again. He smiles against her lips, giddy with the knowledge that this is real and happening right now; the decision has been made.

Her tongue darts out, dipping into his mouth, and he groans, heat and pressure already building as he tangles a hand in her hair. She curls her tongue around his, and it's hot and wet and messy and absolutely brilliant, except the angle isn't right; he needs leverage. He starts to lift his head up to hover above her, but she seems to have the same idea. Her leg hooks between his thighs, and without breaking away from the kiss, she slides on top of him, grabbing onto the sides of his face to hold herself up. He knows she can feel how hard he is, hears it in the way she gasps against his mouth. And this is all happening too fast; he needs to slow down.

All of his earlier anxieties come back to him at once. He can't do this, not if she's just going to leave him someday, not when he's still torn between wanting to run and wanting to hold her forever. He's already given her more of himself than he has ever given anyone, taken more from her than he ever should have, and it isn't enough, will never be enough.

He breaks away from the kiss, and presses his forehead against hers, feeling the heaviness of her hot breath against his neck and the rapid beat of her heart against his chest. Trembling, he closes his eyes and tries to concentrate on regulating his breathing and the arousal coursing through his body. Just as he almost has it under some semblance of control, he feels her mouth on his pulse point, tongue laving, lips sucking, and he has no hope of controlling this any longer. He has to stop her, before they go too far.

"Rose."

She doesn't respond.

"Rose, please, I need –"

"Yes, Doctor, I know. Me too." She starts to un-button his shirt, pressing wet kisses on his collarbone, and running fingers through his sparse chest hair. More than anything he wants to flip her over and… but not yet.

"No, Rose. I – we need to stop." He grabs her around the waist, pulling her off him. She sits close, facing him.

"Oh."

Looking at her doesn't help him regain his rationality, not with the perfect portrait of human arousal that she makes: hair adorably mussed, face flushed, eyes hooded, and lips swollen and red. He has to avert his eyes to keep from pulling her back to him.

He combs a hand through his hair and sits up, leaning against the headboard, sucking on his bottom lip where he can still taste her.

"Why'd you stop?" she asks, eyes wide and glazed and tinged with fear.

Casting her a brief glance, he runs his hands over his face.

"I uh – I didn't want to. Believe me, I really didn't, not with you all –" He waves his arms in her direction. "Anyway. We can't rush into this, Rose. Not without talking about it a bit first."

"'Kay. And why's that, then?"

"Because, once we do _that_, everything changes. And I won't be able to –" he pauses, sighing in frustration at the way words are failing him once again. "Oh, I'm rubbish at this."

She runs her hand over his arm, soothing and gentle. "Won't be able to what, Doctor?"

He doesn't answer her. Instead, he stares straight ahead, fixating on a pattern in the wallpaper, crossing his arms and swallowing words that remain lodged in his throat.

Her hand touches his chin, tilting it towards her so that he is looking her in the eye. He sees vulnerability, uncertainty, and compassion reflected there, but he also sees an unfailing resolve and determination, that reminds him that she once held the power to undo and remake the universe, a power she gave up for a kiss.

"Tell me, please," she whispers.

"I –" He could never deny her anything, so he tries to find the right words, scrambles to find them somewhere in his big, impressive brain that is doing him a fat lot of good right now. "I won't be able to let you go, not ever. Not unless it means saving your life."

She frowns and looks away from him. "Oh. And you were planning to?" Tears form in the corner of her eyes, and he squeezes his eyes shut for a second, hating himself for hurting her. "Were you even going to tell me? Were you even going to give me a choice?"

"That's not – I didn't mean me, Rose. I'd never –" He sighs, taking a deep breath, needing to get this right. "Since the parallel world and losing Mickey, you've been distant and I know you're thinking about leaving. Not only can I see it when I look at you; I can even see it in your time line, in the way it's splintering away from mine. That's only one potential future – I can't see the details, but it's looking like a probable one."

"Right. Okay. So, your time sense tells you something about one potential future out of many and you just assume that's the one that's going to happen?" She shakes her head at him. "And you didn't think to talk to me about it?" Her voice raises an octave and he flinches. "Of course you didn't. This is you, after all."

"Hold on, that's not fair. You haven't exactly been open with me lately either. You've been all –" He gestures uselessly, flailing for the right words, frustration building in his gut that threatens to turn to anger. "Look, Rose. I didn't want to push. I wanted to give you space to grieve for what you lost."

Of course he leaves out the part where he's been a selfish coward, too distracted by his own fears to inquire about what was really troubling her.

"No, Doctor, you were scared. It's okay - I've been scared too. Of the same thing, if we're being totally honest." She worries her bottom lip between her teeth and looks at him like she can see into his soul and he wonders for a moment if she really can. "And if we are being totally honest, I did think about it. About leaving I mean. I thought –" She sighs. "I thought you were pushing me away, and after you changed, I felt a bit abandoned, like you'd left me and then came back to me all at the same time. And then you were all how you are now, and I thought I was fine, but you left me again. You did, and I guess I've been protecting myself a bit. Mum says I've got 'abandonment issues,' got that from her know it all therapist friend, apparently. But it was a passing thought. Nothing more, not really. And I haven't thought about it since."

"You aren't leaving me, then?" he says in a voice that sounds small, even to his own ears.

She hits him on the back of the head and he yelps. It's just a light tap that doesn't hurt, but it is unexpected and Rose has never hit him.

"Ow! What'd you do that for?" he asks, rubbing his head.

"Because you're an idiot. For a Time Lord genius, you're a big, sodding idiot. I'm never leaving you! I don't know what it will take for me to convince you of that." She points her finger at him, a determined look in her eye that says he better not try to contradict her.

"Well." He gulps, not knowing how to respond, feeling a little intimidated and still slightly aroused. He has a feeling that telling her he'd like her to snog him again in the middle of a domestic is probably a bad idea. "Are we having a domestic?"

"Um. Maybe?" She shakes her head at him, laughing.

"So what was it that had you upset then? I mean, if you want to tell me. You don't have to…"

"I dunno. I guess it's just everything that's happened recently catching up with me, and all. Then we came to this planet and it reminded me of my cousin and my dad, so soon after my dad – well, the other Pete, anyway, wanted nothing to do with me." She shrugs. "Guess I was just a bit sad."

He moves to pull her into a hug, wrapping his arms around her waist and pulling her head against his shoulder, rubbing soothing circles over her back.

"You're right. I am an idiot," he murmurs against her hair.

Rose pulls away, giving him a questioning look. She taps herself on one ear, like she's trying to push something out, or like she's hard of hearing. He frowns in concern, reaching for his sonic to scan her, but she stills his hand before he can point it at her.

"Sorry. Hold on – just, I thought I heard you call yourself an 'idiot'. Let me just clear my ears a bit and you can say whatever it was you said again, so I can hear it properly."

"Oh, ha! You think you're _so_ funny," he says, suppressing a smile.

"That's because, I _am_ so funny. And you love it!" She grins, tongue poking out a little. His hearts speed up, remembering their heated kiss. She sobers, face going carefully blank, and he wonders if she is thinking about it too.

"You aren't an idiot, Doctor. I can't begin to understand what it's like to lose as much as you have..." She shakes her head and grabs his hand, pushing their palms together, between their faces. "I'm here now, gonna stay that way if I have anything to say about it."

"I like the sound of that." It doesn't erase all of his anxieties; he knows he won't be able to hold onto her forever, that one day he really will have to let her go, but he's ready, now, to seize every moment that they do have together.

"Good," she says.

"Yeah." He smiles, focus returning to her lips. "So, now that, that's all sorted, do you think we could get back to the snogging? I think we were getting rather brilliant at it, don't you?"

She narrows her eyes, wrinkling her nose and tapping her chin with her index finger. "I don't know. S' a pretty big mood killer, having a conversation like this just before shagging."

"Oh? Well, we don't have to shag. It's not a requirement or anything. I'd be happy just to do a bit more kissing and snuggle afterwards. I'm brilliant at snuggling in this body, as you well know. Though if you ever tell anyone that I am, I'll deny it fiercely. I've got a reputation to maintain and I don't fancy being renamed the 'oncoming snuggler'." He furrowed his brow, backtracking. "Not that I _don't_ want to have sex with you, because, believe me, I really, really do." Was that too much, though? Now, his eyebrows climbed up his forehead. "Still, there's no rush! I'm perfectly fine with waiting. I'm not the most patient man in the universe, but we've waited this long already and -" Blessedly, his remaining words disappear into her mouth.

It takes him a second to respond, his eyes crossing as they attempt to focus on her silencing lips suddenly on his. Finally, he catches on, wrapping his arms around her shoulders, increasing the pressure until he has it right, yielding yet firm. Just as they're beginning to develop a good technique, she breaks away, leaving him dazed and unfocused.

"Waited long enough, Doctor. And there's no way I'm getting through an entire night in this ridiculous bed without shagging you."

"That so? Well, then."

"Yep."

"So do we just start with the kissing and then –" He motions back and forth between them.

"Well," she loops her arms around his neck, pulling herself into his lap, tilting her chin up to look at him with hooded eyes and a grin. "Generally this sort of thing happens naturally. Not a lot of talk about steps."

"Right. Got it," he says, eyes darting to her lips.

They both lean in at the same time, lips smashing against lips, and he thinks they must be getting better at it, because it's less wet and their noses don't touch. This time he knows the exact amount of pressure that he should use to get her to go limp in his arms, her back leaning heavily on his splayed hands. But those hands ache to do more than hold her up; they want to explore the dips and curves of her body. He pushes her shirt up to lightly trace his fingertips up her side, smiling against her mouth when she shivers in response, stopping when he reaches the curve of her breast and feels how soft it is. Breaking away from the kiss, he looks down to see the way it fits in the palm of his hand, bouncing it up and down a little.

"Having fun?" Rose asks him, an amused glint in her eyes.

"Yep!" He watches them bounce for a bit longer, sees the way her nipple protrudes out of her vest and immediately wants to taste her there. Still, even he knows there's an established order to this sort of thing.

He trails kisses across her jaw, down to her neck, where he sucks lightly at her pulse point, feeling the rapid beat of her heart against his tongue, tasting salt and smelling the fruity scent of her body wash. Her fingers rake across his scalp, encouraging him to continue. With his other hand, he pushes her vest down, exposing more of her clavicle, and presses a kiss in the dip there, remembering his earlier temptation to do so. Lashes brushing against her skin as he closes his eyes, he takes a deep breath, still barely believing that he's allowed to do this at all.

Looking up at her, he sees her watching him, cheeks tinged pink, lips swollen and red from _his_ kiss, and he feels his cock begin to harden against her stomach in response.

He grabs onto the bottom of her vest, pulling it up all the way. "This has got to come off," he says, his voice sounding husky to his ears.

She nods, lifting her arms up, as he pulls it over her head. He takes a moment to stare, mesmerized by every perfect inch of her. She reflexively crosses her arms over her breasts and looks down, biting her lip, and he realizes she must feel vulnerable, naked and exposed while he is still almost fully clothed. Well, he'll just have to even things out a bit. He begins to unbutton his shirt, but her hands, uncrossing from her chest, still his.

"Let me," she whispers.

He nods, letting her. Shaky hands fumble with buttons and push shirt- sleeves off of his shoulders. She pulls back to look at him and he wonders if she likes what she sees.

He runs his hands up and down her arms, feeling goose bumps form on her skin. "Rose, you're beautiful."

"Thanks." She smiles shyly, still looking nervous under his gaze. "You're quite dashing, yourself."

"Only _quite_?" he asks in mock offence.

She grins. "Exceptionally handsome, foxy, hot, sexy, then. Shall I keep going? Or do you want to shag sometime tonight?"

"Oh, you feel free to continue whenever the urge strikes, but I've got plans. Lots of plans that I intend to carry out." To prove his point, he rocks his hips against her and she gasps, her legs tightening around him. His eyes travel to her breasts again. "Starting with…"

He lowers his head to take her nipple into his mouth, nipping it with his teeth to see what it feels like, repeating the action when Rose moans, running her hands through his hair and encouraging him to do it again. He does, laving it with his tongue afterwards, this time, and switching back and forth between breasts so that one doesn't feel neglected. He wouldn't want to show any favouritism, after all.

His neck begins to feel strained, so he pushes her back onto the bed, and she complies wordlessly lowering her head onto the pillow and helping him climb on top of her.

"This okay?" he asks.

She nods, pulling him down for a kiss, urgent and needy, tongue dipping behind his teeth. Running her hands over his back, she reaches up to cup his bum, still covered by his trousers, making him wish they were already removed. As if reading his mind, she hooks a finger in the waistband, tugging in frustration when they don't budge. He sucks in his stomach to help and her hand fumbles with the button and zipper, tugging both trousers and pants over his hips, fingers trailing across his abdomen. Groaning, he kicks them off the bed in one heap.

Her hand reaches for his bum again, and she wraps her legs around him, grinding against his shaft. He grunts into her mouth at the friction of the cotton against his skin, and pulls away from the kiss to sit up, lifting her hips to remove her pyjama shorts and pink knickers.

He beams down at her, liking the picture she makes all naked and aroused because of him. "Much better. Now we're even."

"Mmmm," she agrees, not hiding the way she is staring at his erection.

"Impressed with my bits, Rose?" He waggles his eyebrows at her.

"Oh, shut up, and come 'ere."

Lowering himself onto her, his cock brushes against her curls, and curious, he finds her folds with his fingers, rubbing her gently. When he touches her clit, she makes a delicious sound, somewhere between a moan and a shriek, that he immediately decides he wants to hear again. He rubs in circular motions, quickening his pace until she is trembling beneath him.

"Doctor, please, I really need…"

"You need what, Rose?"

In response, she reaches her hand down to cup him, pushing him against her core.

"This?" he asks, rubbing his cock against her, teasing the tip at her entrance.

She hooks her leg around him, pushing his bum down with her foot. And now he's half way buried inside of her, feeling her hot, tight walls all around him, and wondering how she accomplished that so easily. His head falls onto her shoulder, instinctively biting her there as he scrambles to regain control.

"Sorry, got a bit impatient," she whispers into his neck. "Just go slow at first, yeah? It's been a long time for me."

Taking a few deep breaths to keep himself from plunging into her, he slowly lowers himself the rest of the way. Allowing her to get used to his size, he stays there unmoving for a moment, pressing his forehead against hers, before pulling back to brush his hands over her cheeks. Her pupils are dilated and her lips are parted, hair splayed over a pillow, and he's never seen anything so beautiful in all of his lives. Supernovas have nothing on an aroused Rose Tyler, wrapped around his cock.

She bucks her hips up, encouraging him to move, and oh how his fantasies pale in comparison to how _that_ feels. If he knew it was going to be like this, he would have given in a long time ago. Not needing any further encouragement, he begins to thrust in and out, but the angle isn't right at all, he decides, so he pulls out of her, sitting up to adjust. She protests, trying to pull him back, so he hurries, grabbing one of the many pillows that are on the bed and placing it underneath her lower back, lifting her to the perfect angle so that he can hit her in just the right spot.

"There, much better!" he says. He bends her legs, pushing them towards her shoulders, and slowly pushes back inside of her, deeper this time.

"Fuck. How did you -? Oh, Doctor." Her words fade into a long high-pitched moan.

He increases the speed, watching the way his cock plunges inside of her where they're joined. Sensing that she is getting closer, he lowers her legs and adjusts himself so that his pelvic bone hits her clit every time. It's a little clumsy and he fumbles around a bit to keep from falling out of her, the thrusts more shallow now, but, always the fast learner, he figures it out quickly. Her nails dig into his back and she bites his shoulder as she begins to clench around him. Forgetting about his own release, he slows down his pace, keeping his movements long and even, and watches her face as she comes undone beneath him. And he did that to her - him! He made Rose Tyler lose control and bite and scratch and shout his name.

When she comes down from her orgasm, he suspends his thrusting and smiles down at her

"That was brilliant! Does that always happen?"

"Um. No, not always, no. You, uh, you are very good at that. That was amazing," she says between laboured breaths.

"I am, aren't I? I had a feeling I might be. Wasn't sure though. It's been hundreds of years since I last tried this, you know."

"What, seriously?" she doesn't look like she believes him.

"Yep."

"You're still –" She bucks her hips up at him, reminding him of his hardened shaft still buried inside of her.

"Oh, right! So I am. Are you okay to keep going?" he asks, really hoping she says yes, because now that he's been reminded of it, he feels an urgent need to start thrusting again.

"Yeah, just a bit sensitive after but -." She wraps her legs around his bum, pushing him in deeper and away from her clit. "There, perfect."

He begins to move again and lowers his mouth to kiss her.

His hands ache to touch her temples, ache to merge their minds, to become one with her in the moment of his pleasure. He doesn't want to scare her, though, so he focuses on her eyes instead, seeing so much love there that it almost makes him want to look away. He knows he doesn't deserve it, doesn't deserve her, or the solace her body is so freely giving him right now. But he's done resisting her, done denying himself what they both so desperately need, and for the first time in a long while, he feels like he isn't so alone anymore.

Thrusting faster, he feels his balls tighten and focuses on the sound of skin slapping against skin, on running his hands up and down her body, cupping her breasts and tweaking her nipples. His climax hits him, spilling deep inside of her body, and he collapses onto her, careful to keep his weight on his arms so that he doesn't crush her.

She's muttering soothing words into his ear that he doesn't understand at first, a string of nonsense that turns into soothing mumbles.

"It's okay, my Doctor. I'm here." She wipes wetness from his cheeks and he realizes he must have been crying.

Ashamed, he looks away from her, but she turns her head back to him, pulling his head down for a kiss, and he relents, yielding to her gentle, soft lips.

Some time later, the Doctor lays spooned against Rose as she sleeps. He smoothes her hair back, pushing it away from her face so that he can press light kisses into her neck. Reaching an arm underneath her, he wraps himself tighter around her abdomen, pulling her closer, cherishing the way her body curves into his. He smiles against her skin, deciding he was wrong before when he wanted to freeze them in that moment on the dance floor, because this - this is the one he would keep.

"Doctor, 'm trying to sleep," Rose mumbles.

"What? But you _were_ asleep! Have been for four hours and twenty-two minutes now. And going on your slightly lower body temperature, slower heart rate, and consistent breathing patterns, you were in the middle of non-rapid eye movement stage three-delta activity just now, I'd say. And that's a state of very deep sleep, Rose! A simple brush of my lips shouldn't be able to rouse you so easily."

She groans, picking up a pillow to put over her ears.

Undeterred, he smiles and nuzzles more deeply into the crook of her neck. "Sorry, can't seem to help it."

Taking the pillow off of her head, she reaches behind her to weave her hands into his hair and he lets out a contented sigh against her skin.

"Thought you were tired."

"I was. Slept for twenty minutes of linear time. I don't need anymore than that," he says.

"Well the human with the inferior biology does," she grumbles.

"Sorry, I'll just –" he starts to move, but she pulls him back, her hand curling around his neck.

"No, s' okay. I'm awake now anyway and this is nice."

"Mmm, it is," he murmurs into her hair. Inhaling the mixture of her shampoo, sweat, and their mingled scents reminds him of their coupling and he begins to harden against her still naked bum.

"Again?" she asks with a breezy laugh.

In response, he kisses her neck and rocks his hips, showing her how ready he is. "Fancy another go, before you head out for your spa day?"

"I would, but not just now. I need the loo. Think I'd rather stay in here all day though, instead of getting a massage and a perfumed bath from a stranger."

She moves out of his embrace, getting up to walk to the ensuite. He watches her, her nude form not helping his current state of arousal.

When she reaches the door, she turns to look at him over her shoulder, a smile tugging at her lips. "I'm gonna take a bath in that gorgeous bathtub. You're welcome to join me. Just mind the spouts this time. I think I like it better when you don't smell like you got into a row with a flower garden."

"How did you –" She sashays into the loo and he decides he doesn't care how she knows, as he darts out of bed to follow her.


End file.
